A Dark Vector Cognition product

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

3K characters. Original on sec.gov · Markdown

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table summarizes repurchases of our common stock made by us during the quarter ended June 30, 2026:

PeriodTotal Number of Shares Purchased (1) (2)Average Price Paid Per Share (3)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
April 1, 2026 to April 30, 2026———$592,732,337
May 1, 2026 to May 31, 202635,091$853.7935,091$562,514,912
June 1, 2026 to June 30, 2026175,070$834.07175,070$415,240,711
Total210,161$837.37210,161

(1)In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock. Subsequently, the Board has from time to time increased the amount authorized for repurchases under such program. Since the inception of the repurchase program, through June 30, 2026, the Board has authorized us to repurchase up to $3.65 billion of our outstanding common stock. As of June 30, 2026, there remained authorization for us to repurchase $415.2 million of our shares. No shares have been repurchased by us since the program was announced other than pursuant to such program. The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced, or discontinued at any time or from time to time without prior notice. Refer to Note 10 - Common Stock of the notes to consolidated financial statements for further information regarding our share repurchase program.

(2)Excludes 371 shares surrendered to the Company by participants in our share-based compensation plans to satisfy minimum tax withholdings for common stock issued under such plans.

(3)Price paid per share excludes any applicable broker commission and excise tax due. However, as such amounts are considered direct costs associated with the repurchase of our common stock, they have been reflected as a reduction in the remaining authorization under our share repurchase program.

ITEM 4. MINE SAFETY DISCLOSURES.

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this quarterly report.

Previous: Item 4. CONTROLS AND PROCEDURES. · Next: Item 5. OTHER INFORMATION.